XRG-led Consortium’s $30 Billion Deal to buy Santos Delayed

Dubai-based XRG-led consortium’s plans to acquire oil giant Santos Limited in Australia for $30 billion has been extended by the latter till August 22.

The consortium is led by XRG, a subsidiary of Abu Dhabi National Oil Company (ADNOC) and including Abu Dhabi Development Holding Company (ADQ) and Carlyle (the XRG Consortium), to acquire 100% of the issued shares of Santos.

In a statement on Tuesday, Santos Limited said that the XRG Consortium had completed due diligence on August 11 and did not find anything that would cause it to withdraw its planned acquisition.

The XRG Consortium also confirmed its commitment to working constructively to complete due diligence and to agree on a binding transaction. Santos consented to the XRG Consortium’s request for an extension of the exclusivity period until 22 August 2025, as referred to in the process and exclusivity deed dated 27 June 2025.

Since that time, Santos and the XRG Consortium have continued to work together to complete due diligence and progress the potential transaction, including the negotiation of terms of a binding scheme implementation agreement (SIA).

While discussions and final confirmatory due diligence have continued to be collaborative, the parties are yet to reach agreement on acceptable terms of a binding SIA. 

Final Approval Not Obtained

Further, Santos was informed by the XRG Consortium that even if the terms of an SIA were agreed and final due diligence was complete, it will still not be in a position to sign a binding SIA, as it is yet to obtain requisite final approvals which are required by the XRG Consortium in order to enter into a binding transaction.

The XRG Consortium has indicated that these approvals are expected to take four weeks to obtain (assuming an expedited process, potentially longer without) from the time that both due diligence is complete and the terms of an SIA are agreed in principle and hence both the parties will not enter into a binding SIA by 22 August 2025, when the exclusivity period under the Process Deed expires.

Notwithstanding this development, discussions with the XRG Consortium remain ongoing.

Meanwhile, shareholders of Santos have been advised by the oil giant that they do not need to take any action in relation to this announcement.

Santos also noted there is no certainty that the XRG Consortium will enter into a binding SIA on terms acceptable to Santos or that the potential transaction will proceed. Santos will continue to keep its shareholders informed in accordance with its continuous disclosure obligations.

In a related development, the release of Santos’ results for the half-year ended 30 June 2025, has been deferred 25 August 2025 to align with the conclusion of the XRG Consortium’s exclusivity period. As part of the Half-Year Results announcements, Santos will provide a further update on the status of discussions with the XRG Consortium, Santos added.

Share Prices Slide

Meanwhile, the share prices of Santos, which is listed on Australian Securities Exchange (ASX), have dropped on Tuesday as the news of no agreement or in principle agreement has yet been reached in regards to the proposed takeover by XRG-led consortium. Santos shares were down 2.8% to $7.74 at 12:55 pm, having returned 15.8% since the turn of the year.